Black adolescent males who have sex with males (BA-MSM) are disproportionately affected by HIV/AIDS in the U.S., and are one of the groups with the largest increases in new infections. This study seeks to develop and test a culturally and developmentally appropriate critical consciousness-based HIV prevention intervention for BA-MSM. Although critical consciousness-based public health interventions have been utilized for an array of health conditions, they have not been widely used in HIV prevention. We propose to evaluate the feasibility and acceptability of a critical consciousness-based approach to modifying the HIV sexual risk behaviors of BA-MSM, and to obtain the preliminary data needed as a pre-requisite to a larger- scale efficacy trial. Community-based service providers and BA-MSM will be involved in intervention development/testing to bridge the gap between intervention development and community implementation. In Stage 1 we propose to analyze qualitative and quantitative data from three prior studies conducted within the Adolescent Trials Network for HIV/AIDS Interventions which were focused on young MSM, and to analyze new focus group data that will be collected from BA-MSM (n=20) and service providers (n=10) in Chicago. Empowerment Theory, Critical Consciousness Pedagogy, and Social Cognitive Theory will serve as theoretical frameworks guiding this first stage of data collection and synthesis. In Stage 2 we will utilize the empirically and theoretically-driven framework created in Stage 1 to develop a culturally and developmentally appropriate critical consciousness-based HIV prevention (CC-HIV) intervention for BA-MSM. Intervention development will be conducted in collaboration with both our Youth Advisory Board (YAB) and Community Providers Advisory Board (CPAB). We will also adapt an attention-control comparison health promotion intervention (HEALTH) that will match CC-HIV in time and attention. Initial testing for acceptability and feasibility will occur for both interventions. In Stage 3 we will conduct a pilot randomized controlled trial (RCT) of the CC-HIV compared to the HEALTH (with 2, 4, and 6 month follow up assessments) to assess the acceptability and feasibility of the intervention, and to gather preliminary data for a larger-scale efficacy trial (in a subsequent application). Our Specific Aims are: Aim 1: To develop a culturally and developmentally appropriate critical consciousness-based HIV prevention intervention (CC-HIV) for BA-MSM (ages 15-19); Aim 2: To adapt a health promotion comparison intervention (HEALTH) to be appropriate for BA-MSM; Aim 3: To deliver the CC- HIV (n=16) and HEALTH (N=16) interventions to a small group of BA-MSM in order to collect preliminary data on intervention feasibility, acceptability, and to further refine the intervention manual in preparation for a small pilot randomized controlled trial; and Aim 4: To conduct a small pilot randomized controlled trial (RCT) of the refined CC-HIV (N=40) as compared to HEALTH (N=40) in order to further assess feasibility and acceptability and to explore evidence of preliminary efficacy to reduce HIV sexual risk behaviors.